SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) July 13, 2005
THE NEWKIRK MASTER LIMITED PARTNERSHIP
------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware
----------------------------------------------
(State or Other Jurisdiction of Incorporation)
0-50268 11-3636084
- ------------------------ ------------------------------------
(Commission File Number) (I.R.S. Employer Identification No.)
7 Bulfinch Place, Suite 500, P.O. Box 9507, Boston, Massachusetts 02114
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(617) 570-4600
----------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
n/a
-------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFT|R 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review
On July 13, 2005, the senior management of The Newkirk Master Limited
Partnership (the "Partnership") concluded that the Partnership's consolidated
balance sheets at December 31, 2004 and 2003 and the related consolidated
statements of operations, partners' equity and cash flows (collectively, the
"Reports") for each of the three years in the period ended December 31, 2004
should be restated for the following (in thousands):
1) To adjust discontinued operations for $4,772 of income recognized in
2003 which should be recognized in 2004.
2) To reclassify $2,568, $2,568 and $2,578, respectively, from general and
administrative expense to minority interest expense.
3) To reclassify $30,274 and $43,375 at December 31, 2004 and 2003,
respectively, for minority interests with debit balances to partners' equity,
thereby decreasing partners' equity from $234,059 to $203,785 at December 31,
2004 and from $147,011 to $98,864 at December 31, 2003.
In this regard, the financial statements contained in such Reports should
not be relied upon. The restatement does not affect the total net change in cash
and cash equivalents for each of the three years in the period ended December
31, 2004. The Partnership will soon be filing amendments to reflect the above
restated financial information.
The Partnership reached this conclusion after reviewing recent accounting
literature and interpretations and discussions between authorized officers of
the Partnership's general partner and the Partnership's independent auditors.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized on this 14th day of July, 2005.
THE NEWKIRK MASTER LIMITED PARTNERSHIP
By: MLP GP LLC
General Partner
By: Newkirk MLP Corp.
Manager
By: /s/ Thomas Staples
--------------------------
Thomas Staples
Chief Financial Officer